David Fellows
About David Fellows
David Fellows (age 68) is Chairman of the Board at Terns Pharmaceuticals and an independent Class II director, serving on the board since December 2020 and as chair since February 2021. He holds a B.A. in Psychology from Butler University and brings deep biopharma, ophthalmology, and corporate leadership experience from CEO and senior operating roles at Nightstar Therapeutics, Beacon Therapeutics, and Johnson & Johnson Vision Care .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Vice President, Vision Care | Sep 2005–Dec 2014 | Senior operating leadership in ophthalmology |
| Nightstar Therapeutics plc | Chief Executive Officer; Director | CEO Jan 2015–Mar 2019; Director Sep 2017–Mar 2019 | Led public biotech; board service |
| Beacon Therapeutics Holdings Limited | Chief Executive Officer | Nov 2022–Aug 2024 | Led gene therapy portfolio; subsequent board chair |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Beacon Therapeutics Holdings Limited | Chairman of the Board | Oct 2024–present | Formerly Applied Genetic Technologies; private biopharma |
| Jaguar Gene Therapy, LLC | Director | Not disclosed | Private company board |
| Gyroscope Therapeutics Holdings plc | Director | Not disclosed (past) | Past board service |
| Glaucoma Foundation | Board member | Since May 2006 | Non-profit board service |
Board Governance
- Board Chair: Fellows serves as chairperson, presides over executive sessions, and acts as liaison between management and the board .
- Independence: The board determined all directors except the CEO are independent under Nasdaq rules; all committees are fully independent .
- Committees (current):
- Compensation Committee: Member; chair is Jeffrey Kindler .
- Nominating & Corporate Governance Committee: Chair; members include Fellows, Hongbo Lu, Jill Quigley .
- Attendance: In 2024, the board met 9 times; each current director attended at least 75% of board and committee meetings; 6 of 7 directors attended the 2024 annual meeting .
Fixed Compensation
Policy structure (2024 program):
| Component | Amount (USD) |
|---|---|
| Non‑Employee Director Base Fee | $40,000 |
| Board Chair Base Fee | $70,000 |
| Audit Chair | $15,000 |
| Compensation Chair | $10,000 |
| Nominating & Governance Chair | $8,000 |
| R&D Chair | $10,000 |
| Audit Member (non‑chair) | $7,500 |
| Compensation Member (non‑chair) | $5,000 |
| Nominating & Governance Member (non‑chair) | $4,000 |
| R&D Member (non‑chair) | $5,000 |
2025 amendments (effective Feb 2025):
| Component | Amount (USD) |
|---|---|
| Compensation Chair | $12,000 |
| Nominating & Governance Chair | $10,000 |
| R&D Chair | $12,000 |
| Compensation Member | $6,000 |
| Nominating & Governance Member | $5,000 |
| R&D Member | $6,000 |
Fellows 2024 cash compensation:
| Year | Fees Earned or Paid in Cash (USD) |
|---|---|
| 2024 | $51,049 |
Notes:
- Directors may elect options in lieu of cash for the Base Fee if the 30‑day average price ≥ $3.00; Base Fee Grants vest monthly pro rata and accelerate upon change in control .
Performance Compensation
Equity program features (director):
- Initial Grant (2024 policy): 64,000 options at appointment; Annual Grant: 32,000 options at each annual meeting; full acceleration upon change in control; vesting over one year for Annual Grants .
- 2025 amendment: Initial Grant increased to 90,000 options; Annual Grant to 45,000 options .
Fellows equity activity and valuation:
| Grant Type | Grant Date | Shares | Vesting | Change‑in‑Control Terms | 2024 Option Award Fair Value (USD) |
|---|---|---|---|---|---|
| Annual Grant | Jun 2024 | 32,000 | Vests by next annual meeting or 1‑year anniversary | Full acceleration | $183,780 (total options FV; includes Base Fee Grant) |
| Base Fee Grant (in lieu of cash) | Jul 2024 | 8,183 | Monthly pro rata over service period | Full acceleration | Included above |
| Base Fee Grant (in lieu of cash) | Feb 2025 | 18,650 | Monthly pro rata over service period | Full acceleration | N/A (2025 grant) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None; Fellows and other members were not officers; no reciprocal interlocks with other entities’ committees . |
| Compensation Consultant Independence | Alpine Rewards engaged; committee determined no conflicts and independence per Nasdaq standards . |
Expertise & Qualifications
- Domain expertise: Biopharma, gene therapy, ophthalmology; prior CEO and VP roles; public company board experience .
- Governance: Chair of the board; chair of Nominating & Governance Committee; member of Compensation Committee .
- Education: B.A. in Psychology, Butler University .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Ownership (%) | Composition |
|---|---|---|---|
| David Fellows | 162,428 | <1% | Options exercisable within 60 days of April 14, 2025 |
Director outstanding awards (as of Dec 31, 2024):
| Holder | Options Outstanding (#) |
|---|---|
| David Fellows | 154,658 |
Notes:
- No disclosure of pledged shares for Fellows in proxy; Section 16 compliance noted (late filings listed below) .
Insider Trades
| Date | Filing | Description | Note |
|---|---|---|---|
| Jun 14, 2024 | Form 4 | Filed late for annual grant granted on Jun 10, 2024 | Late Section 16(a) filing among multiple directors, including Fellows |
Governance Assessment
- Board roles and independence: Fellows chairs the board and the Nominating & Governance Committee and is independent under Nasdaq rules; all committees composed entirely of independent directors, supporting governance quality .
- Engagement: Board met 9 times in 2024 with directors meeting at least the 75% attendance threshold; executive sessions led by Fellows indicate active independent oversight .
- Compensation mix and alignment: Fellows elected options in lieu of cash for part of his Base Fee (Jul 2024 and Feb 2025), increasing equity exposure; his 2024 compensation mix skewed toward equity (cash $51,049 vs option FV $183,780), a positive alignment signal for investors .
- Change‑in‑control terms: Director option grants (Initial/Annual/Base Fee Grants) accelerate upon change in control; while standard in small‑cap biotech, investors should monitor potential entrenchment risk if award sizes expand materially .
- Related‑party exposure: No Fellows‑specific related party transactions disclosed; broader investor affiliations (e.g., OrbiMed, Vivo) are disclosed separately without director conflicts attributed to Fellows .
- Compliance note: A late Form 4 filing in June 2024 is a minor process risk signal; monitor timeliness going forward .
- RED FLAGS:
- No hedging policy for employees, officers, and directors at this time, which is below best‑practice alignment standards; investors may prefer explicit anti‑hedging provisions for directors .
- Change‑in‑control acceleration for director equity awards can reduce at‑risk tenure‑based alignment if awards become large; monitor cumulative equity granted under amended 2025 director program .